UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





Amendment No.
1

to

FORM 20-F





(Mark One)

|☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended June 30, 2016

OR



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

OR



|☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

Commission file number
001-35428





Prima BioMed Ltd

(Exact
name of Registrant as specified in its charter and translation of Registrants name into English)





Australia

(Jurisdiction of incorporation or organization)

Level 12, 95 Pitt Street, Sydney 2000, New South Wales, Australia

(Address of principal executive offices)

Marc Voigt, Chief Executive Officer

Level 12, 95 Pitt Street, Sydney, 2000 New South Wales, Australia

Phone +61 (0)2 8315 7003 Fax:+61 (0)2 8569 1880



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Securities registered or to be registered pursuant to Section 12(b) of the Act.



|                                                                  |  |                                                 
|----------------------------------------------------------------- |  | ------------------------------------------------
|Title of each class                                               |  | Name of each exchange on which
registered       
|Ordinary Shares                                                   |  | NASDAQ Global Market (for listing purposes only)
|American Depositary Shares, each representing
100 Ordinary Shares |  | NASDAQ Global Market                            

Securities registered or to be registered pursuant to Section 12(g) of the Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None





Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the Annual
Report.

The number of ordinary shares outstanding as of June 30, 2016 was 2,061,633,944.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    ☐  Yes    ☒  No

If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    ☐  Yes    ☒  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    ☒  Yes    ☐  No

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).    ☐  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See
the definitions of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                         |  |  
|----------------------- |  | - |  | ----------------------- |  | -
|Large accelerated filer |  | ☐ |  | Accelerated filer       |  | ☐
|                        |  |   | 
|Non-accelerated filer   |  | ☐ |  | Emerging growth company |  | ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐



| | The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



|             |  |                                                                                                         |  |         
|------------ |  | ------------------------------------------------------------------------------------------------------- |  | --------
|U.S. GAAP  ☐ |  | International Financial Reporting Standards as issuedby the International Accounting Standards Board  ☒ |  | Other  ☐

If Other has been checked in response to the previous question, indicate by check mark which financial statement
item the registrant has elected to follow.    ☐  Item 17    ☐  Item 18

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    ☐  Yes    ☒  No









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EXPLANATORY NOTE

Prima BioMed Ltd is filing this Amendment No. 1 (this Amendment) to its annual report on Form 20-F for the fiscal year ended
June 30, 2016, which was originally filed with the Securities and Exchange Commission on October 3, 2016 (the 2016 Form 20-F), for the purpose of filing the consent of PricewaterhouseCoopers, our independent
registered public accounting firm, as Exhibit 15.1 hereto.

Other than as expressly set forth above or otherwise in this Amendment, this Amendment
does not, and does not purport to, amend, update or restate the information in the 2016 Form 20-F, or reflect any events that have occurred after the 2016 Form 20-F was originally filed.



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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to
sign this Amendment No. 1 to its Annual Report on its behalf.



PRIMA BIOMED LTD/s/ Marc VoigtBy: Marc VoigtTitle: Chief Executive Officer, Chief Financial
Officer and Chief Business Officer


Date: June 28, 2017



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|ITEM 19. | EXHIBITS
|-------- | --------

EXHIBIT INDEX



|        |  |                                                                                                                                                                                                                  |  |                           |            |  |  |         |           |  |           |  |        |  |  |  |          | 
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | ---------- |  |  | ------- | --------- |  | --------- |  | ------ |  |  |  | -------- | 
|Exhibit |  | Description                                                                                                                                                                                                      |  | Incorporated by Reference |           
|        |  | Schedule/Form                                                                                                                                                                                                    |  |                           | FileNumber |  |  | Exhibit |           |  | File Date | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|1.1     |  | Constitution of Registrant                                                                                                                                                                                       |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 1.1    |  |  |  | 2/13/12  | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|2.1     |  | Form of Deposit Agreement between Prima BioMed, The Bank of New York Mellon, as Depositary, and owners and holders from time to time of ADSs issued thereunder, including the Form of American Depositary Shares |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 2.1    |  |  |  | 4/2/12   | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|2.2     |  | Subscription Agreement between Prima BioMed Ltd and Ridgeback Capital Investments L.P., dated May 14, 2015, as amended (including form warrants and notes)                                                       |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 2.2    |  |  |  | 10/30/15 | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.1     |  | Deed of Novation between The MacFarlane Burnet Institute for Medical Research and Public Health Ltd, Prima BioMed and Cancer Vac Pty Ltd, dated April 18, 2012                                                   |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 4.4.1  |  |  |  | 10/30/13 | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.4+    |  | Prima Executive Incentive Plan                                                                                                                                                                                   |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 4.11   |  |  |  | 10/30/13 | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.5+    |  | Employment Agreement between Prima BioMed and Marc Voigt, effective July 1, 2012                                                                                                                                 |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 4.15   |  |  |  | 10/3/12  | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.6+    |  | Chief Executive Officer Employment Agreement between Prima BioMed and Marc Voigt, effective July 9, 2014                                                                                                         |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 4.15.1 |  |  |  | 9/24/14  | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.7+    |  | Executive and Business Manager Employment Contract between Prima Biomed GmbH and Marc Voigt, effective July 9, 2014                                                                                              |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 4.15.2 |  |  |  | 9/24/14  | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.8+    |  | Variation to Executive Employment Agreement between Prima BioMed and Marc Voigt, effective June 1, 2015                                                                                                          |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 4.15.3 |  |  |  | 10/30/15 | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.9#+   |  | Second Variation to Executive Employment Agreement between Prima BioMed and Marc Voigt, effective September 8, 2016                                                                                              |  |                           |            |  |  |         |           |  |           |  |        |  |  |  |          | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.10#+  |  | Amendment to Executive and Business Manager Employment Contract between Prima Biomed GmbH and Marc Voigt, effective September 8, 2016                                                                            |  |                           |            |  |  |         |           |  |           |  |        |  |  |  |          | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.11+   |  | Employment Agreement between Prima BioMed and Deanne Miller, dated October 13, 2012                                                                                                                              |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 4.16   |  |  |  | 10/30/13 | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.12+   |  | Variation to Executive Employment Agreement between Prima BioMed and Deanne Miller, effective February 1, 2013                                                                                                   |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 4.16.1 |  |  |  | 10/30/13 | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.13+   |  | Variation to Executive Employment Agreement between Prima BioMed and Deanne Miller, effective June 1, 2015                                                                                                       |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 4.16.2 |  |  |  | 9/24/14  | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.14*   |  | Supply, Distribution and Licensing Agreement between Prima BioMed and Neopharm Ltd., dated February 19, 2014                                                                                                     |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 4.20   |  |  |  | 9/24/14  | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.15*   |  | Share Sale Agreement, dated October 2, 2014, by and between Prima BioMed and Immutep S.A.                                                                                                                        |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 4.21   |  |  |  | 10/30/15 | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.16+   |  | Amendment to the Indefinite Term Employment Contract Entered Into Effect On May 1st 2004, dated 1 October 2014, by and between Immutep S.A. and Frédéric Triebel                                                 |  |                           | 20-F       |  |  |         | 001-35428 |  |           |  | 4.22   |  |  |  | 10/30/15 | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.17#+  |  | Variation to the Amendment to the Indefinite Term Employment Contract, by and between Immutep S.A. and Frédéric Triebel, effective March 1, 2016                                                                 |  |                           |            |  |  |         |           |  |           |  |        |  |  |  |          | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|4.18#** |  | Sub-License, License and Asset Purchase Agreement, by and among Prima BioMed Ltd. and Sydys Corporation, dated May 12, 2016                                                                                      |  |                           |            |  |  |         |           |  |           |  |        |  |  |  |          | 
|        |  |                                                                                                                                                                                                                  |  |                           |           
|12.1##  |  | Certification of Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934                                                                        |  |                           |            |  |  |         |           |  |           |  |        |  |  |  |          | 



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|        |  |                                                                                                                                           |  |                           |            |  |  |         |  |  |          |  |  |  |  |  |  | 
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | ---------- |  |  | ------- |  |  | -------- |  |  |  |  |  |  | 
|Exhibit |  | Description                                                                                                                               |  | Incorporated by Reference |           
|        |  | Schedule/Form                                                                                                                             |  |                           | FileNumber |  |  | Exhibit |  |  | FileDate | 
|        |  |                                                                                                                                           |  |                           |           
|13.1##  |  | Certification of Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934 |  |                           |            |  |  |         |  |  |          |  |  |  |  |  |  | 
|        |  |                                                                                                                                           |  |                           |           
|15.1##  |  | Consent of PricewaterhouseCoopers                                                                                                         |  |                           |            |  |  |         |  |  |          |  |  |  |  |  |  | 



|* | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been submitted separately with the U.S. Securities and Exchange Commission.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been submitted separately with the U.S. Securities and Exchange Commission.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|+ | Indicates management contract or compensatory plan.
|- | ---------------------------------------------------

|# | Previously filed as part of our Annual Report on Form 20-F for the year ended June 30, 2016, as filed with the SEC on October 3, 2016.
|- | --------------------------------------------------------------------------------------------------------------------------------------

|## | Filed herewith.
|-- | ---------------

In accordance with SEC Release Nos. 33-8238 and 34-47986, Final Rule: Managements
Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, and the instructions to Form 20-F, the certifications furnished in Exhibits 13.1 and 13.2 hereto are deemed to accompany this
Annual Report on Form 20-F and will not be deemed filed for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the U.S. Securities Act of 1933, as
amended, or the U.S. Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporates it by reference.



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